SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CARPENTER ALVIN R
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FLORIDA ROCK INDUSTRIES INC [ FRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/16/2007 D 1,837 D (1) 0 D
Common Stock 11/16/2007 D 42,444 D (2) 0 D
Common Stock 11/16/2007 D 4 D (3) 0 I Shares held in SEP IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy $38.867 11/16/2007 D(4) 1,500 01/26/2005 01/25/2015 Common Stock 1,500 $67 0 D
Option to Buy $39.787 11/16/2007 D(5) 1,500 05/04/2005 05/03/2015 Common Stock 1,500 $67 0 D
Option to Buy $55 11/16/2007 D(6) 1,000 08/03/2005 08/02/2015 Common Stock 1,000 $67 0 D
Option to Buy $61.36 11/16/2007 D(7) 1,000 10/05/2005 10/04/2015 Common Stock 1,000 $67 0 D
Option to Buy $51.67 11/16/2007 D(8) 1,000 12/07/2005 12/06/2015 Common Stock 1,000 $67 0 D
Option to Buy $54.75 11/16/2007 D(9) 1,000 02/01/2006 01/31/2016 Common Stock 1,000 $67 0 D
Option to Buy $63.66 11/16/2007 D(10) 1,000 05/03/2006 05/02/2016 Common Stock 1,000 $67 0 D
Option to Buy $37.68 11/16/2007 D(11) 1,000 08/02/2006 08/01/2016 Common Stock 1,000 $67 0 D
Option to Buy $43.21 11/16/2007 D(12) 2,828 12/06/2006 12/05/2016 Common Stock 2,828 $67 0 D
Explanation of Responses:
1. Shares held in director stock purchase plan account disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.
2. Shares held directly by the reporting person outside of the director stock purchase plan account disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.
3. Shares held in a separate IRA disposed of pursuant to merger agreement between issuer, Vulcan Materials Company, Virginia Holdco, Inc. and certain related parties in exchange for either (1) 0.63 shares of Virginia Holdco, Inc. common stock having a market value of $82.77 per share on the effective date of the merger and cash in lieu of fractional shares, determined by multiplying the fractional share amount by the closing price on the NYSE for Vulcan Materials Company common stock on the last trading day immediately preceding the effective date of the merger, (2) $67.00 in cash, or (3) a combination thereof, subject to proration based on the terms of the merger agreement.
4. This option was cancelled in the merger in exchange for a cash payment of $42,199.95 representing the difference between the exercise price of the option and $67.00 per share.
5. This option was cancelled in the merger in exchange for a cash payment of $40,819.95 representing the difference between the exercise price of the option and $67.00 per share.
6. This option was cancelled in the merger in exchange for a cash payment of $12,000.00 representing the difference between the exercise price of the option and $67.00 per share.
7. This option was cancelled in the merger in exchange for a cash payment of $5,640.00 representing the difference between the exercise price of the option and $67.00 per share.
8. This option was cancelled in the merger in exchange for a cash payment of $15,330.00 representing the difference between the exercise price of the option and $67.00 per share.
9. This option was cancelled in the merger in exchange for a cash payment of $12,250.00 representing the difference between the exercise price of the option and $67.00 per share.
10. This option was cancelled in the merger in exchange for a cash payment of $3,340.00 representing the difference between the exercise price of the option and $67.00 per share.
11. This option was cancelled in the merger in exchange for a cash payment of $29,320.00 representing the difference between the exercise price of the option and $67.00 per share.
12. This option was cancelled in the merger in exchange for a cash payment of $67,278.12 representing the difference between the exercise price of the option and $67.00 per share.
/s/ Daniel B. Nunn, Jr., Attorney in fact for Alvin R. Carpenter 11/20/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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